8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 3, 2006

Group 1 Automotive, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13461	76-0506313
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
950 Echo Lane, Suite 100, Houston, Texas		77024
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 713-647-5700

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On August 3, 2006, Group 1 Automotive, Inc. issued a press release announcing the retirement of Gregory W. Wessels, regional vice president, West Central region, effective August 2, 2006. A copy of the press release is attached as Exhibit 99.1 to this Current Report.

On August 11, 2006, Group 1 Automotive, Inc., issued a press release announcing the completion of the acquisition of Performance Nissan. A copy of the press release is attached as Exhibit 99.2 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

99.1 Press release of Group 1 Automotive, Inc., dated as of August 3, 2006.

99.2 Press release of Group 1 Automotive, Inc., dated as of August 11, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Group 1 Automotive, Inc.
August 14, 2006	By:	John C. Rickel
		Name: John C. Rickel
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release of Group 1 Automotive, Inc., dated as of August 3, 2006.
99.2	Press release of Group 1 Automotive, Inc., dated as of August 11, 2006.

EX-99.1

NEWS RELEASE 950 Echo Lane, Suite 100 Houston, TX 77024

AT GROUP 1:	Vice President, Manufacturer Relations/Public Affairs	Pete C. DeLongchamps	(713) 647-5700
AT Fleishman-Hillard:	Investors/Media	Russell A. Johnson	(713) 513-9515

FOR IMMEDIATE RELEASE
THURSDAY, AUG. 3, 2006

GROUP 1 AUTOMOTIVE ANNOUNCES RETIREMENT OF REGIONAL VICE PRESIDENT

HOUSTON, Aug. 3, 2006 — Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 500 automotive retailer, today announced that Gregory W. Wessels, regional vice president, West Central region, has elected to retire from Group 1 Automotive, effective Aug. 2.

Wessels had served as regional vice president since January 2006. He joined Group 1 in 1999 as platform president when it acquired the Gene Messer Auto Group. Group 1’s West Central region, which includes dealerships in West Texas and New Mexico, accounted for 8.1 percent of the company’s revenues during the second quarter of 2006.

“Greg has made many significant contributions to Group 1’s success, and we thank him for his efforts,” said Earl J. Hesterberg, Group 1’s president and chief executive officer.

The West Central region will be led by West Texas Market Director Carl Wilson and New Mexico Market Director Mark Wiggins. In the interim, Wilson and Wiggins, who reported to Wessels, will report to Frank Grese Jr., regional vice president of Group 1’s South Central region. The South Central region includes dealerships in Oklahoma, Central Texas and Southeast Texas.

“Carl and Mark are two of Group 1’s outstanding leaders, and their talent is indicative of the bench strength that exists within our management team,” said Hesterberg.

About Group 1 Automotive, Inc.
Group 1 owns 93 automotive dealerships comprised of 134 franchises, 33 brands and 29 collision service centers in California, Florida, Georgia, Louisiana, Massachusetts, New Hampshire, New Jersey, New Mexico, New York, Oklahoma and Texas. Through its dealerships, the company sells new and used cars and light trucks; arranges related financing, vehicle service and insurance contracts; provides maintenance and repair services; and sells replacement parts.

Group 1 Automotive can be reached on the Internet at www.group1auto.com.

NEWS RELEASE 950 Echo Lane, Suite 100 Houston, TX 77024

AT GROUP 1:	President and CEO	Earl J. Hesterberg	(713) 647-5700
	Senior Vice President and CFO	John C. Rickel	(713) 647-5700
	Manager, Investor Relations	Kim Paper Canning	(713) 647-5700
AT Fleishman-Hillard:	Investors/Media	Russell A. Johnson	(713) 513-9515

FOR IMMEDIATE RELEASE
FRIDAY, AUG. 11, 2006

GROUP 1 AUTOMOTIVE ACQUIRES CALIFORNIA NISSAN DEALERSHIP

HOUSTON, Aug. 11, 2006 — Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 500 automotive retailer, today announced it has acquired one of the highest volume Nissan dealerships in the country. Performance Nissan, located near Los Angeles in Duarte, Calif., has grown steadily over the last 15 years, ranking 14th for the first six months of 2006 for Nissan sales in North America. The dealership is expected to generate $135.6 million in estimated annual revenues.

The dealership is Group 1’s second Nissan franchise in the Los Angeles area. In addition to the two-Nissan franchises, Group 1 owns and operates Mercedes-Benz, Maybach, Infiniti, three-Toyota/Scion, two-Honda, Chrysler, Jeep, Dodge, Mitsubishi and Suzuki franchises in its California Region.

“We are excited to add a Nissan franchise of this caliber to our California Region,” said Earl J. Hesterberg, Group 1’s president and chief executive officer. “Nissan offers a dynamic line of products that complements our growing import brand mix.”

In a separate transaction, Group 1 purchased a Buick franchise in Oklahoma City that will be operated out of its existing Bob Howard Pontiac-GMC dealership and sold its Buick franchise in Tulsa, Okla., so that it could be added into an existing Pontiac-GMC dealership in the area. This transaction was completed in association with General Motors’ Channeling initiative to consolidate the Pontiac, Buick and GMC brands. The Tulsa franchise generated trailing twelve-month revenues of $3.4 million, and the newly-acquired franchise in Oklahoma City is expected to generate $4.0 million in estimated annual revenues.

Year to date, Group 1 has acquired seven franchises with total estimated annual revenues of $403.2 million towards its $500 million full-year target, and disposed of 13 franchises with trailing twelve-month revenues of $197.8 million, exceeding its full-year target of $195 million. The company does not expect to make any material dispositions during the balance of 2006.

About Group 1 Automotive, Inc.
Group 1 owns 94 automotive dealerships comprised of 135 franchises, 33 brands and 29 collision service centers in California, Florida, Georgia, Louisiana, Massachusetts, New Hampshire, New Jersey, New Mexico, New York, Oklahoma and Texas. Through its dealerships, the company sells new and used cars and light trucks; arranges related financing, vehicle service and insurance contracts; provides maintenance and repair services; and sells replacement parts.

Group 1 Automotive can be reached on the Internet at www.group1auto.com.

This press release contains “forward-looking statements,” which are statements related to future, not past, events. In this context, the forward-looking statements often include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future acquisitions and business strategy, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks” or “will.” Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, (a) general economic conditions, (b) the level of manufacturer incentives, (c) the future regulatory environment, (d) our ability to obtain an inventory of desirable new and used vehicles, (e) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (f) our cost of financing and the availability of credit for consumers, (g) our ability to complete acquisitions and dispositions and the risks associated therewith, and (h) our ability to retain key personnel. These factors, as well as additional factors that could affect our forward-looking statements, are described in our Form 10-K under the headings “Business—Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We urge you to carefully consider this information. We undertake no duty to update our forward-looking statements, including our earnings outlook.